Stock Purchase Agreement, dated March 9, 2020, between the Company and G4S

This Agreement is made on 9 March 2020

Whereas:

It is agreed as follows:

In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply:

“Accepted Customer Claims” has the meaning given in Clause 5.6.4(ii);

“Accepted Shortfalls” has the meaning given in Clause 5.6.4;

“Accounts Date” means 31 December 2018;

“Agreed New Claims” has the meaning given in Clause 12.4.1;

“Agreed Terms” means, in relation to a document, such document in the terms agreed between the Seller and the Purchaser at the date of this Agreement and initialled for identification by the Seller’s Lawyers and the Purchaser’s Lawyers with such alterations as may be agreed in writing between the Seller and the Purchaser from time to time;

“Anti-Corruption Law” means:

“Applicable Law” means any and all national, municipal, territory, state or local statute, enactment, ordinance or other law (including secondary and subordinate legislation, directives, by-laws, regulations, judgments, orders, decisions and rules), interpretations of any laws by any regulatory authority, any treaty or international convention or resolution, as applicable from time to time in any relevant jurisdiction, in each case to the extent that the same is legally binding upon the relevant party (including in relation to Tax);

“Associated Person” means, in relation to a company, a person (including any employee, agent or subsidiary) who performs (or has performed) services for or on behalf of that company;

“ATM” means an automated teller machine;

“ATM Services” means replenishment or depletion of Physical Cash to, or from, ATMs, or the servicing, maintenance, repair or operation of ATMs;

“Bid Amount” has the meaning given in Clause 3.1.1;

“Business Day” means a day which is not a Saturday, a Sunday or a public holiday in either England or Richmond, Virginia;

“Business IPR” means all Intellectual Property Rights which are used at the date of this Agreement in relation to the International Logistics Business and which are material to the International Logistics Business;

“Carve-out Accounts” means the accounts prepared by the Seller’s Group as set out at document 31.5 of the “Confidential Sensitive Information” folder in the Data Room;

“Carve-out Accounts Date” means 31 December 2018;

“Cash Balances” means:

but excluding any Physical Cash held by G4Si Group Companies on behalf of Cash Solutions Customers which is subject to the provisions of Clause 5.6;

“Cash Business” means the business of Cash in Transit, Cash Processing and ATM Services in the Cash Territories;

“Cash in Transit” means the collection, delivery or transportation of Physical Cash;

“Cash Pool Facility” means the overdraft facility made available by Bank Mendes Gans for the purposes of the Seller’s Group’s cash pooling arrangements;

“Cash Processing” means sorting, counting, checking or processing of Physical Cash;

“Cash Technology Brands” means any registered or unregistered trade marks, trade names, brands or logos used by the Seller or the Seller’s Group in connection with Cash Technology Solutions, including but not limited to “G4S”, “Cash360”, “Deposita”, “G4S Pay”, “Retail Solutions”, “CAS”, “Safe Express”, “Terminal Management System”, “COPS”, “CashOps”, “Client Zone”, “Smart Zone”, “Smart View”, “Smart Pay”, “Smart View” and “Cash Manager”;

“Cash Technology Business” means the sale, supply, installation and maintenance of Cash Technology Solutions;

“Cash Technology Solutions” means any products or services (whether marketed under the Cash Technology Brands or otherwise) involving one or more of the following:

in each case as existing at the date of this Agreement;

“Cash Territories” means each of Belgium, Cyprus, Czech Republic, Dominican Republic, Estonia, Hong Kong Special Administrative Region, Indonesia, Republic of Ireland, Kuwait, Latvia, Lithuania, Luxembourg, Macau Special Administrative Region, Malaysia, Netherlands, Philippines and Romania (but excluding Northern Ireland);

“Claim” means a claim against the Seller for breach of or under this Agreement including any Seller’s Warranty Claim and an Indemnity Claim but excluding a claim for breach of or under Clause 5.6.4 or Clause 6 or a Tax Claim;

“Claims Made Policies” means any insurance policies held by the Seller’s Group and/or a G4Si Group Company (including without limitation any directors and officers liability insurance policies) which are in force at the date of this Agreement and which provide cover in relation to Pre-Closing Matters on a claims made basis;

“Clean Team Agreement” means the clean team agreement dated 5 February 2020, between the Seller and the Purchaser pursuant to which the Seller made available to the Purchaser certain confidential information relating to the G4Si Group and the Wider Group;

“Closing” means the completion of the sale of the Shares pursuant to Clauses 5.1, 5.2 and 5.3;

“Closing Date” means the date on which Closing takes place;

“Closing Statement” means the statement to be prepared, and agreed or determined, in accordance with Clause 6 and Schedule 7;

“Company” means G4S International Logistics Group Limited, a company incorporated in England and Wales with registered number 12437342 and whose registered office is at 5th Floor, Southside, 105 Victoria Street, London, United Kingdom SW1E 6QT;

“Confidential Information” has the meaning given in Clause 11.2.4(i);

“Confidentiality Agreements” means the confidentiality agreement dated 21 September 2018 and the letter dated 26 April 2019 pursuant to which the Seller made available to the Purchaser certain confidential information relating to the G4Si Group and the Wider Group, and the Clean Team Agreement;

“Consideration” means the final consideration paid by the Purchaser for the Shares after any adjustment in accordance with Clause 6 and Schedule 7;

“Consignment” means the consignments, each with a unique seal number, used in the business of the G4Si Group Companies and which contain Valuables, whether contained in a sealed bag or otherwise;

“Consignment Statement” has the meaning given in Clause 5.6.1;

“Customer” means a customer of a G4Si Group Company who owns Valuables which are in the custody of such G4Si Group Company at the Relevant Time;

“Customer Confirmation” has the meaning given in Clause 5.6.3(i);

“Data Room” means the electronic data room containing documents and information relating to the Wider Group made available by the Seller online at Merrill DatasiteOne, copies of which are saved in electronic format on USB flash drives and the contents of which are listed in Appendix 1 (which sets out the contents as at 23:59 on 10 February 2020) and Appendix 2 (which sets out an agreed list of documents made available after 23:59 on 10 February 2020) to the Disclosure Letter;

“Disclosure Letter” means the disclosure letter dated on or around 26 February 2020 from the Seller to the Purchaser;

“Draft Closing Statement” has the meaning given to it in Clause 6.1;

“Effective Time” means immediately before midnight (local time) on the Closing Date;

“Employee” has the meaning given in Schedule 4;

“Encumbrance” means any claim, charge (fixed or floating), mortgage, lien, option, equitable right, power of sale, pledge, hypothecation, usufruct, retention of title, right of pre-emption, right of first refusal, right to acquire, tag-along right or put option right assignment by way of security or trust arrangement for the purpose of providing security or other security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing (but excluding: (i) any licences of Intellectual Property Rights; and (ii) any such third party rights under or pursuant to the third party shareholder documents provided to the Purchaser’s Lawyers by the Seller’s Lawyers on a counsel-to-counsel basis prior to the date of this Agreement);

“Estimated Cash” means the Seller’s reasonable estimate of the aggregate of the G4Si Group Companies’ Cash Balances;

“Estimated Intra-Group Financing Payables” means, in respect of each G4Si Group Company, the Seller’s reasonable estimate of the Intra-Group Financing Payables;

“Estimated Intra-Group Financing Receivables” means, in respect of each G4Si Group Company, the Seller’s reasonable estimate of the Intra-Group Financing Receivables;

“Estimated Third Party Indebtedness” means the Seller’s reasonable estimate of the Third Party Indebtedness of the G4Si Group Companies;

“Estimated Working Capital” means the Seller’s reasonable estimate of the Working Capital;

“Estimated Working Capital Adjustment” means the amount by which the Estimated Working Capital is greater than the Normalised Working Capital Target (in which case it will be added to the Bid Amount for the purposes of Clause 5.3) or by which it is less than the Normalised Working Capital Target (in which case it will be deducted from the Bid Amount for the purposes of Clause 5.3);

“Existing Financing Arrangements” means all of the banking facilities (including overdraft facilities but excluding the Cash Pool Facility) between any third-party provider of finance and any G4Si Group Company that are in place at the date of this Agreement (but excluding any trade debts arising in the ordinary course of business), as detailed in document 6.2 of the “Group-wide documents” folder of the Data Room;

“EY Structure Paper” means Volumes I, II and III of the Project Atlas pre-transaction structure paper prepared by Ernst & Young LLP dated 24 February 2020;

“Fairly Disclosed” means disclosed in reasonable detail and specificity as would enable a reasonable purchaser to identify in all material respects the relevant facts, nature and scope of the matter concerned;

“Final Payment Date” means 10 Business Days after the date on which the process described in paragraph 3 of Part 1 of Schedule 7 for the agreement or determination of the Closing Statement is complete;

“Finance Provider” has the meaning given in Clause 4.5.1;

“First SPA” means the share purchase agreement between the Seller and the Purchaser dated on or around 26 February 2020 for the sale and purchase of the entire issued share capital of G4S Cash Solutions Holdings No 2 Limited, G4S Cash Solutions Holdings B.V., G4S Cash Solutions Belgium S.A./N.V. and G4S Group Holding (Asia) B.V.;

“Fundamental Warranties” means the warranties set out in paragraphs 1.1, 14 and 15 of Schedule 9, and “Fundamental Warranty” means any one of them;

“G4S Pension Scheme” means the G4S Pension Scheme established in the UK and currently governed by a definitive trust deed and rules dated 21 October 2010 (as amended);

“G4S Trade Marks” means all Trade Marks owned by any member of the Seller’s Group which have been used by the G4Si Group in relation to the International Logistics Business in the period of 12 months prior to Closing, including in the names and logos set out in Part 2 of Schedule 5;

“G4Si Group” means the G4Si Group Companies, taken as a whole;

“G4Si Group Companies” means the Company and its Subsidiaries, and “G4Si Group Company” means any one of them;

“G4Si Group Companies’ Cash Balances” means the aggregate amount of the Cash Balances held by or on behalf of the G4Si Group Companies at the Effective Time;

“G4Si Group Company Guarantees” has the meaning given in Clause 13.1.4(ii);

“Group Tax Arrangement” has the meaning given to it in the Tax Indemnity;

“Hardware” means hardware or equipment capable of accepting, storing, checking and/or counting deposits of Physical Cash or dispensing Physical Cash, including smart safes, recyclers and/or any associated hardware or equipment;

“IFRS” means International Financial Reporting Standards endorsed by the EU, being the body of pronouncements issued by the International Accounting Standards Board (IASB), including International Financial Reporting Standards and interpretations approved by the IASB, International Accounting Standards and Standing Interpretations Committee interpretations approved by the predecessor International Accounting Standards Committee as endorsed under the EU accounting regulations and included in the periodic report showing the status of endorsement by the European Financial Reporting Advisory Group;

“Indebtedness” means, in relation to any person, the aggregate indebtedness of such person together with interest accrued, including all obligations under finance leases (as defined under IAS 17) but excluding trading debt or liabilities arising in the ordinary course of trading;

“Indemnified Person” means the Purchaser and each member of the Purchaser’s Group (including, from Closing, each G4Si Group Company);

“Indemnity Claim” means a claim under Clause 4.1;

“Intellectual Property Rights” means trade marks, service marks, rights in trade names, business names, logos or get-up, patents, rights in inventions, design rights, copyrights, database rights, rights in domain names and URLs, and all other similar rights in any part of the world (including in Know-how), whether registered or unregistered, including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

“International Logistics Business” means the business of shipment of Valuables across international borders;

“International Logistics Territories” means each of Australia, Dubai, Germany, Hong Kong Special Administrative Region, People’s Republic of China, Republic of Singapore, Republic of South Africa, Switzerland, Thailand, United Kingdom and United States of America;

“Intra-Group Financing Payables” means the aggregate of all outstanding loans or other financing liabilities or obligations (including, for the avoidance of doubt, interest accrued (including any amount required to be withheld and accounted for to the Tax Authority on account of Tax), but excluding amounts in respect of Tax) owed by a G4Si Group Company to a member of the Seller’s Group (other than a G4Si Group Company) as at the Effective Time including the total of the line items identified by an “X” in the “Intra-Group Financing Payables” column of the Closing Statement, but excluding any item which is included in calculating the G4Si Group Companies’ Cash Balances or the Third Party Indebtedness;

“Intra-Group Financing Receivables” means the aggregate of all outstanding loans or other financing liabilities or obligations (including, for the avoidance of doubt, interest accrued (including any amount required to be withheld and accounted for to the Tax Authority on account of Tax), but excluding amounts in respect of Tax) owed by a member of the Seller’s Group (other than a G4Si Group Company) to a G4Si Group Company as at the Effective Time including the total of the line items identified by an “X” in the “Intra-Group Financing

Receivables” column of the Closing Statement, but excluding any item which is included in calculating the G4Si Group Companies’ Cash Balances or the Third Party Indebtedness;

“Intra-Group Trading Payables” means all outstanding or accrued liabilities or obligations in the ordinary and usual course of business, and including interest accrued on such amounts and any applicable VAT (other than to the extent that such VAT must be accounted for under the reverse charge procedure such that the relevant supplier is relieved of its liability to account for and pay such VAT) owed by a G4Si Group Company to a member of the Seller’s Group (other than a G4Si Group Company) as at the Effective Time in respect of intra-group trading activity and the provision of services, facilities and benefits between them, but excluding any item which is included in calculating the Intra-Group Financing Payables;

“Intra-Group Trading Receivables” means all outstanding or accrued liabilities or obligations in the ordinary and usual course of business, and including interest accrued on such amounts and any applicable VAT (other than to the extent that such VAT must be accounted for under the reverse charge procedure such that the relevant supplier is relieved of its liability to account for and pay such VAT) owed by a member of the Seller’s Group (other than a G4Si Group Company) to a G4Si Group Company as at the Effective Time in respect of intra-group trading activity and the provision of services, facilities and benefits between them, but excluding any item which is included in calculating the Intra-Group Financing Receivables;

“IP Licences” means all licence agreements (whether written, implied or in any other form) relating to Intellectual Property Rights which are in existence immediately prior to Closing between any G4Si Group Company on the one hand and any member of the Seller’s Group on the other hand, but excluding any licences granted under the Transaction Documents;

“Know-how” means industrial and commercial information and techniques, in each case in any form not in the public domain, and including drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market forecasts, lists and particulars of customers and suppliers;

“LCIA Rules” has the meaning given in Clause 13.15;

“Losses” means all losses, liabilities, costs (including legal costs and experts’ and consultants’ fees), claims, charges, expenses, penalties, actions, proceedings and demands;

“Luxembourg Company” means G4S Cash Solutions (Luxembourg) S.à r.l.;

“Luxembourg Put Option” means the put option agreement between the Seller and the Purchaser dated on or around 26 February 2020 in respect of the entire issued share capital of the Luxembourg Company;

“Management Accounts” means the unaudited aggregated management accounts of the Group Companies for the financial year ended 31 December 2019 in the Agreed Terms;

“Materials” means all assets and materials owned or used by, or on behalf of, the G4Si Group as at the Closing Date;

“Normalised Working Capital Schedule” means the documents set out in sub-folder 30 (Normalised Working Capital schedule) of the “Confidential Sensitive Information” folder in the Data Room;

“Normalised Working Capital Target” means a negative amount of £658,000;

“Occurrence Basis Policy” means any insurance policies held by the Seller’s Group and/or a G4Si Group Company (including without limitation any directors and officers liability insurance policies) which are in force at the date of this Agreement and which provide cover in relation to any Pre-Closing Matter on an occurrence basis;

“Period End Financial Data” means the period end financial data from 31 January 2019 to 31 December 2019 used for the Seller’s calculation of the Normalised Working Capital Target and included in the Normalised Working Capital Schedule;

“Permitted Claim” means:

“Physical Cash” means coins and banknotes;

“Plans” means the Relevant Benefit arrangements identified in the Data Room in each folder titled “10 Pensions and other employee plans” as being relevant to the warranty at paragraph 7.6 of Schedule 9 and “Plan” means any of the Plans;

“Plan Documents” means the documents relating to the Plans;

“Potential Shortfall” has the meaning given in Clause 5.6.3(iii);

“Pre-Closing Customer Claim” has the meaning given in Clause 5.6.3(iv);

“Processing Centre” means a location at which a G4Si Group Company processes or stores Valuables for Customers, a G4Si Group Company or a member of the Seller’s Group;

“Properties” means the properties set out in Schedule 3, and “Property” means any one of them;

“Purchase Price” has the meaning given in Clause 3.1;

“Purchaser’s Group” means the Purchaser and its subsidiaries from time to time (including, from Closing, the G4Si Group Companies);

“Purchaser’s Lawyers” means Allen & Overy LLP of One Bishops Square, London E1 6AD, United Kingdom;

“Relevant Benefit” means any pension, lump sum, gratuity, retirement indemnity, deferred compensation payment, or other benefit of a similar nature, given or to be given on retirement, or on death;

“Relevant Time” means the close of business on the Business Day prior to the Closing Date;

“Relevant Seller” means G4S Cash Solutions Holdings Limited, a company incorporated in England with registered number 11948621 and whose registered office is at 5th Floor Southside, 105 Victoria Street, London, England, SW1E 6QT;

“Relief” has the meaning given in the Tax Indemnity;

“Reorganisation” means the implementation of the Reorganisation Steps Plan as it relates to the G4Si Group Companies;

“Reorganisation Steps Plan” means the legal steps plans prepared by the Seller’s Group as set out at document 1.18 of the “Separation” folder in the Data Room (and as may be amended in accordance with the terms of any Wider Transaction Document);

“Reporting Accountants” means PricewaterhouseCoopers LLP or, if that firm is unable or unwilling to act in any matter referred to them under this Agreement, an independent firm of internationally recognised accountants to be agreed by the Seller and the Purchaser within seven days of a notice by one to the other requiring such agreement or failing such agreement to be nominated on the application of either of them by or on behalf of the President for the time being of the Institute of Chartered Accountants in England and Wales;

“Restricted Business” has the meaning given in Clause 10.1.1;

“Restricted Person” means a person or entity that is: (i) listed or referred to on, or owned or controlled (directly or indirectly) by a person or entity listed or referred to on, or acting on behalf of a person or entity listed or referred to on, any Sanctions List; (ii) resident in, incorporated under the laws of, or acting on behalf of a person or entity resident in or organised under the laws of, any country or territory that is the target of and/or subject to any comprehensive country- or territory-wide Sanctions (being, as at the date of this Agreement, Crimea, Cuba, Iran, North Korea and Syria); or (iii) otherwise a target of Sanctions;

“Retained Group” means the Seller’s Group other than the Wider Group;

“Sanctions” means the economic, financial and trade embargoes and sanctions laws, regulations, rules, export controls and/or restrictive measures administered, enacted or enforced by any Sanctions Authority (in all cases, from time to time in effect);

“Sanctions Authority” means: (i) the United Nations (including the United Nations Security Council), the United States, the European Union, any Member State of the European Union and the United Kingdom; and (ii) the respective governmental, judicial, public or regulatory agencies, authorities or bodies of any of the foregoing, including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the United States Department of State, the European Commission and Her Majesty’s Treasury (“HMT”);

“Sanctions List” means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions maintained by the European Commission, the Consolidated List of Financial Sanctions Targets maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, a Sanctions Authority (in all cases, from time to time in effect);

“Second SPA” means the share purchase agreement between the Seller and the Purchaser dated on or around 26 February 2020 for the sale and purchase of the entire issued share capital of: (i) G4S Cash Solutions Philippines Inc.; (ii) G4S Cash Management B.V.; (iii) G4S Cash Solutions B.V.; (iv) G4S Cash Solutions Holding (Estonia) OÜ; (v) G4S International (NL) B.V.; and (vi) G4S Valuables Transportation (Macau) Limited;

“Secondment Agreement” has the meaning given in Schedule 4;

“Secure Solutions Business” means business relating to the provision or supply of integrated security solutions, alarms, guarding services, security risk management and/or consulting;

“Seller Affiliate Arrangement” means any contract, agreement or arrangement between one or more members of the Retained Group on the one hand, and one or more of the G4Si Group Companies on the other hand, excluding the Intragroup Financing Payables, the Intragroup Financing Receivables, the Intragroup Trading Payables, the Intragroup Trading Receivables, any agreements required to implement the Reorganisation in accordance with the Reorganisation Steps Plan and any Wider Transaction Document;

“Seller VAT Group” has the meaning given to it in the Tax Indemnity and “Seller VAT Groups” shall be construed accordingly;

“Seller’s Accounts” means the audited consolidated accounts of the Seller’s Group as at, and for the twelve month period ended on, the Accounts Date;

“Seller’s Facility Guarantees” means the guarantee and security arrangements given in relation to any Existing Financing Arrangements;

“Seller’s Group” means the Seller and its subsidiaries from time to time (including, prior to Closing, the G4Si Group Companies);

“Seller’s Group Guarantees” means any existing securities, guarantees, indemnities or instruments given by, issued by or binding upon the Seller or any member of the Seller’s Group or any person connected with any of them in respect of any liability of the G4Si Group Companies (including but not limited to: (i) back-to-back guarantees given by a member of the Seller’s Group in respect of guarantees that are given by a third-party provider in favour of a customer of a G4Si Group Company; and (ii) the guarantees given in relation to Existing Financing Arrangements of G4Si Group Companies which are listed in document 6.4 of the “Group-wide documents” folder of the Data Room), but excluding the Seller’s Facility Guarantees;

“Seller’s Group Insurance Policies” means all insurance policies (whether under policies maintained with third party insurers or any member of the Seller’s Group), other than Target Group Insurance Policies, maintained by the Seller’s Group under which, immediately prior to the Closing Date, any G4Si Group Company is entitled to any benefit, and

“Seller’s Group Insurance Policy” means any one of them;

“Seller’s Lawyers” means Linklaters LLP of One Silk Street, London EC2Y 8HQ, United Kingdom;

“Seller’s Warranty Claim” means a claim for breach of any Seller’s Warranty but excluding any Tax Warranty Claim;

“Seller’s Warranties” means the warranties given by the Seller pursuant to Clause 7 and Schedule 9, and “Seller’s Warranty” means any one of them;

“Senior Employee” means any Employee who is the Managing Director, Finance Director, HR Business Partner, Regional Director - Europe, Middle East, Africa, Russia & India, Regional Director, Americas, Global Head of Fine Art, Global Head of D & J, Business Development Director and Risk and Operations Director, of the International Logistics Business in any of the International Logistics Territories;

“Shares” means all the issued shares in the capital of the Company;

“Software” means computer programmes, software, firmware, code or databases of any type or description supplied in connection with Hardware or Cash Technology Solutions services;

“SONIA” means the Sterling Overnight Index Average which shall be calculated on the appropriate Reuters screen (or equivalent screen, if no Reuters screen is available) at 11.00 a.m. London time on the day specified for determination of an interest rate;

“State Pension Scheme” means all state pension, health and other social security arrangements to which any G4Si Group Company is required to contribute by its domestic law;

“Subsidiaries” means the companies listed in paragraph 2 of Schedule 2 and “Subsidiary” means any one of them;

“Surviving Clauses” means Clauses 1, 11 and 13.2 to 13.16, and “Surviving Clause” means any one of them;

“Target Group Insurance Policies” means all insurance policies held exclusively by and for the benefit of the G4Si Group Companies, and “Target Group Insurance Policy” means any one of them;

“Tax Authority” has the meaning given in the Tax Indemnity;

“Tax Claim” means a Wider Tax Warranty Claim or a Tax Indemnity Claim;

“Tax Indemnity” means the deed of covenant against Taxation in the Agreed Terms to be entered into on or around 26 February 2020 and a “Tax Indemnity Claim” means a claim for breach of, or under, the Tax Indemnity;

“Tax Warranties” means the warranties given by the Seller in paragraph 12 of Schedule 9 and a “Tax Warranty Claim” means a claim for breach of any of the Tax Warranties;

“Taxation” or “Tax” has the meaning given in the Tax Indemnity;

“Third Party Claim” has the meaning given in Clause 9.4;

“Third Party Indebtedness” means the aggregate amount (together with any accrued interest and any redemption penalties and fees payable) as at the Effective Time of all outstanding Indebtedness owed by the G4Si Group Companies to any third party (together with any amounts payable to the third party required to discharge such Indebtedness) less any Indebtedness owed by any third party to any G4Si Group Company and shall include any other liabilities that are included within the total of the line items identified by an “X” in the “Third Party Indebtedness” column of the Closing Statement, and, for the purposes of this definition, third party shall exclude: (i) any member of the Seller’s Group; and (ii) any G4Si Group Company;

“Trade Marks” means trade marks, service marks, and rights in business, company or trade names, logos, get-up, URLs or domain names, and all other similar rights in any part of the world, whether registered or unregistered, including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

“Transaction” means the proposed acquisition of the Shares by the Purchaser;

“Transaction Documents” means this Agreement, the Disclosure Letter, the Transitional Services Agreement, the Secondment Agreement and the Tax Indemnity and all other documents entered into pursuant to this Agreement and “Transaction Document” means any one of them;

“Transitional Services Agreement” means: (i) the transitional services agreement in relation to centrally provided services between G4S Corporate Services Limited and the Purchaser in the Agreed Terms (the “Central Services TSA”); and (ii) the local transitional services agreements each between a member of the Seller’s Group and a G4Si Group Company which incorporate the Central Services TSA except to the extent the Seller and the Purchaser agree that those terms are to be amended therein (the “Local TSAs”), in each case to be entered into at Closing in respect of the provision of certain services by a member of the Seller’s Group to a G4Si Group Company;

“Valuables” means Physical Cash, bullion, dore (unrefined gold), other precious stones, metals, fine art, documents, stored data, archives, artefacts, diamonds, jewellery or any other valuable items or commodities which can be physically stored by a G4Si Group Company;

“VAT” means within the European Union such Taxation as may be levied in accordance with (but subject to derogations from) Directive 2006/112/EC and outside the European Union any similar Taxation levied by reference to added value or sales;

“Wider Acquisition Documents” means: (i) this Agreement; (ii) the First SPA; (iii) the Second SPA; and (iv) subject to the exercise by the Seller of the put option contained therein, the Luxembourg Put Option, and each a “Wider Acquisition Document”;

“Wider Group” means each company which is due to be transferred to a member of the Purchaser’s Group pursuant to any Wider Acquisition Document and each company listed as a “Group Company” in schedule 2 of each such document;

“Wider Seller’s Warranties” means the warranties given by the Seller pursuant to Clause 7 and Schedule 9 to this Agreement, clause 9 and Schedule 9 to the First SPA, clause 9 and Schedule 9 to the Second SPA and clause 9 and Schedule 9 to the Luxembourg Put Option;

“Wider Seller’s Warranty Claims” means all claims for breach of the Wider Seller’s Warranties but excluding any Wider Tax Warranty Claim;

“Wider Tax Warranties” means the warranties given in paragraph 12 of Schedule 9, paragraph 12 of Schedule 9 to the First SPA, paragraph 12 of Schedule 9 to the Second SPA and paragraph 12 of Schedule 9 to the Luxembourg Put Option;

“Wider Tax Warranty Claim” means a claim for a breach of any of the Wider Tax Warranties;

“Wider Transaction Documents” means: (i) the Transaction Documents; (ii) the First SPA; (iii) the Second SPA; (iv) subject to the exercise by the Seller of the put option contained therein, the Luxembourg Put Option; and (v) all other documents entered into pursuant to or in connection with the foregoing;

“Working Capital” means the total of the line items identified by an “X” in the “Working Capital” column of the Closing Statement; and

“Working Capital Adjustment” means the amount by which the Working Capital exceeds the Normalised Working Capital Target (which amount shall be added to the Bid Amount for the purposes of Clause 3.1) or the amount by which the Working Capital is less than the Normalised Working Capital Target (which amount shall be deducted from the Bid Amount for the purposes of Clause 3.1).

References to one gender include all genders and references to the singular include the plural and vice versa.

References to:

References to shares shall include, where relevant, quotas.

A company is a “subsidiary” of another company (its “holding company”) if that other company, directly or indirectly, through one or more subsidiaries:

References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.

References to any document (including this Agreement), or to a provision in a document, shall be construed as a reference to such document or provision as amended, supplemented, modified, restated or novated from time to time.

References to books, records or other information mean books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm.

References to any English legal term shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

The words “including”, “include”, “in particular” and words of similar effect shall not be deemed to limit the general effect of the words that precede them.

In this Agreement, “to the extent that” shall mean “to the extent that” and not solely “if”, and similar expressions shall be construed in the same way.

With respect to any G4Si Group Company that has more than 50 per cent. of its share capital legally and beneficially owned by a person that is not: (i) prior to Closing, a member of the Seller’s Group; or (ii) after Closing, a member of the Purchaser’s Group, the word “procure” shall mean the Seller or the Purchaser (as applicable) exercising all of its rights that it is able to exercise (whether directly or indirectly) as a minority shareholder of the relevant G4Si Group Company.

Except: (i) as otherwise stated in this Agreement; and (ii) in relation to Clause 6 and Schedule 7, any amount to be converted from one currency into another currency for the purposes of this Agreement shall be converted into an equivalent amount at the Conversion Rate prevailing at the Relevant Date. For the purposes of this Clause 1.12:

“Conversion Rate” means the closing spot rate for a transaction between the two currencies in question on the Business Day immediately preceding the Relevant Date as published by Bloomberg or, if no such rate is quoted on that date, on the preceding date on which such rates are quoted;

“Relevant Date” means, save as otherwise provided in this Agreement, the date on which a payment or an assessment is to be made, save that, for the purposes of Clause 8, the date shall mean the date of this Agreement.

and together with all rights and advantages attaching to them as at Closing (including the right to receive all dividends or distributions declared, made or paid on or after Closing).

The consideration for the purchase of the Shares under this Agreement shall be an amount in Pounds Sterling equal to:

(together, the “Purchase Price”).

The Purchase Price shall be paid by way of cash payments pursuant to Clauses 5.3 and 6.3.

If any payment is made by the Seller to the Purchaser (or vice versa) in respect of any claim for any breach of this Agreement or pursuant to an indemnity or covenant to pay under this Agreement or under the Tax Indemnity, the payment shall, if and to the extent permitted by law, be treated as an adjustment of the consideration paid under this Agreement by the Purchaser for the Shares and the consideration shall be deemed to have been reduced (or increased, as the case may be) by the amount of such payment.

by the Purchaser, any G4Si Group Company, any member of any group of companies which the G4Si Group Companies may join or any member of the Purchaser’s Group as a result of the circumstances giving rise to any payment falling due from the Seller under this Clause 4.1 (including any contribution by the Purchaser, any G4Si Group Company or any member of the Purchaser’s Group to the G4S Pension Scheme) unless such saving has led to a Purchase Price increase (within the meaning of clause

1.8 of the Tax Indemnity). Notwithstanding any other provision of this Agreement, Clause 13.10.4 shall not apply to a payment by the Purchaser to the Seller under this Clause 4.1.5.

Save as specifically provided for in Schedule 5, the Transitional Services Agreement or the Secondment Agreement, the Seller and the Purchaser agree and the Seller shall procure that each Seller Affiliate Arrangement in existence immediately prior to Closing shall terminate on Closing, without liability to any parties thereto (but without prejudice to any payments already accrued thereunder).

The provisions set out in Schedule 4 shall apply in relation to employment matters.

The provisions set out in Schedule 5 shall apply in relation to Intellectual Property Rights.

To the extent not already provided to the Purchaser, the Seller shall, as soon as practicable following Closing:

in order to assist the Purchaser and members of the Purchaser’s Group in their dealings with those Finance Providers under those Existing Financing Arrangements that the Purchaser wishes to continue after Closing for the benefit of the G4Si Group and/or the International Logistics Business (including, for the avoidance of doubt, in the seeking of any waiver of any change of control or equivalent provisions in the Existing Financing Agreements that are triggered by the Transaction).

to enable all tax returns that are required to be made in relation to such Group Tax Arrangements and Seller VAT Groups.

The Seller hereby confirms that it has prior to the date of this Agreement:

Closing shall take place immediately following the signing of this Agreement at the offices of the Seller’s Lawyers, provided that the First SPA, Second SPA and the Luxembourg Put Option have not been terminated in accordance with their respective terms.

On Closing, the parties shall comply with their respective obligations specified in Schedule 6. The Seller may waive some or all of the obligations of the Purchaser as set out in Schedule 6 and the Purchaser may waive some or all of the obligations of the Seller as set out in Schedule 6.

On Closing, the Purchaser shall pay to the Seller, an amount in cash in immediately cleared funds in Pounds Sterling which is equal to:

The parties acknowledge that the Seller has notified the Purchaser prior to the date of this Agreement of the amount of:

each of such estimates having been prepared in good faith.

the documents and items delivered pursuant to Clause 5.2 and Schedule 6 shall cease to be held to the order of the person delivering them and Closing shall have taken place.

documentation and other evidence as is available, including, without limitation, physical records, technical records such as ledgers, CCTV video, lock logs and trip sheets, and the Purchaser shall procure that the relevant employees shall provide reasonable assistance to the Seller in order to investigate, defend or progress any Potential Shortfall or Pre-Closing Customer Claim. The Purchaser shall (to the extent permitted by Applicable Law) also provide the Seller (or its representatives), upon written notice and in accordance with the G4Si Group’s policies (as were in place immediately prior to Closing), with access to the Employees, branches, secure areas, vehicles and customer sites as may be necessary to investigate a Potential Shortfall or Pre-Closing Customer Claim and the Purchaser will (or will procure that the relevant G4Si Group Company will) request documentation from the relevant Customer on behalf of the Seller in the event of any dispute with such Customer in relation to such investigation.

If a party fails to comply with any material obligation in Clauses 5.2 and 5.3 and Schedule 6, the Purchaser, in the case of non-compliance by the Seller, or the Seller, in the case of non-compliance by the Purchaser, shall be entitled (in addition to and without prejudice to all other

rights and remedies available) by written notice to the other parties served on the date on which Closing was due to take place:

The Purchaser shall procure that as soon as practicable following Closing (and in any event within 90 Business Days) there shall be drawn up a draft of the Closing Statement (the “Draft Closing Statement”) in accordance with Schedule 7.

Following determination of the Closing Statement pursuant to Clause 6.2 and paragraph 3 of Part 1 of Schedule 7, if the amount of any Intra-Group Financing Payable and/or any Intra-Group Financing Receivable contained in the Closing Statement is greater or less than the amount of the corresponding Estimated Intra-Group Financing Payable or Estimated Intra-Group Financing Receivable, then the Seller and the Purchaser shall procure that such adjustments to the payments pursuant to Clause 5.7.1 are made as are necessary to ensure that (taking into account such adjustments) the actual amount of each Intra-Group Financing Payable and each Intra-Group Financing Receivable has been repaid by each relevant G4Si Group Company to the relevant member of the Seller’s Group or by the relevant member of the Seller’s Group to the relevant G4Si Group Company, as the case may be.

Lawyers to the Purchaser’s Lawyers by email at 18:10 (London time) on 21 February 2020; and (f) the EY Structure Paper.

The Seller shall not be liable for any Claim or Tax Claim unless a notice of the Claim or Tax Claim is given by the Purchaser to the Seller specifying the matters set out in Clause 9.2:

Claims and Wider Tax Warranty Claims exceeds £3,500,000, the liability of the Seller shall include the entire amount (and shall not be limited to the amount of the excess).

The maximum aggregate liability of the Seller for all claims under the Wider Transaction Documents (including this Agreement) shall be determined in accordance with clause 10.4 of the First SPA in respect of the relevant type of claim (including Claims and Tax Claims).

The Seller shall not be liable for any Claim or Tax Warranty Claim in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability and is due and payable.

The Seller shall not be liable for any Claim or Tax Claim or other claim under this Agreement (except for a claim under Clauses 2, 5.2, 5.6.4, 6, 10.1, 10.2 and 11.2) in respect of any indirect or consequential losses (including loss of profit or loss of goodwill).

The Seller shall not be liable for any Claim if and to the extent that proper allowance, provision or reserve is made in the Closing Statement (in a column other than the “Other” column) or the Carve-out Accounts for the matter giving rise to the relevant Claim.

The Seller shall not be liable for any Claim if and to the extent that the relevant Claim has arisen as a result of:

any matter or thing done or omitted to be done pursuant to and in compliance with this Agreement, any other Wider Transaction Document, the Reorganisation Steps Plan or otherwise at the request in writing or with the approval in writing of the Purchaser;

any act, omission or transaction of the Purchaser or any member of the Purchaser’s Group or any of the G4Si Group Companies, or their respective directors, officers, employees or agents or successors in title, after Closing;

any change in accounting or Taxation policy, bases or practice of the Purchaser or the Purchaser’s Group introduced or having effect after the date of this Agreement.

Without prejudice to Clause 12, the Seller shall not be liable for any Claim if and to the extent that any of the G4Si Group Companies recovers such Losses in respect of which the Claim is made under any insurance policy held by a G4Si Group Company.

The Seller shall not be liable for any Claim in respect of any Losses suffered by the Purchaser or any G4Si Group Company if and to the extent that a member of the Purchaser’s Group receives any corresponding savings or net quantifiable financial benefit arising from such Losses or the facts giving rise to such Losses (for example where the amount (if any) by which any Taxation for which any member of the Purchaser’s Group would otherwise have been accountable or liable to be assessed is actually reduced or extinguished as a result of the matter giving rise to such liability).

The Seller shall not be liable for any Seller’s Warranty Claim or Tax Warranty Claim if and to the extent that the facts, matters or circumstances giving rise to the Seller’s Warranty Claim or Tax Warranty Claim were actually known by the Purchaser prior to signing this Agreement. For the purposes of this Clause 8.11, the actual knowledge of the Purchaser shall be deemed to be the actual knowledge of Doug Pertz, Ron Domanico, Paul Diemer, Josh Allen, Chris Parks, Dana O’Brien, Guillaume Nonain, Jiali Zhu, Paul Henry, David King, Andrea Sanchez, Simon Davis, Fred Mitchell, Frank Russo, Mike Beech, Dominik Bossart, Danielle Bacqueröet, Paibul Chanawatr, Marcie Kapaldo and Lisa Landry as at the date of this Agreement.

Save in the case of fraud or wilful concealment, the Seller undertakes to the Purchaser, the G4Si Group Companies and their respective employees to waive any rights or claims which it may have in respect of any inaccuracy or omission in or from any information or advice supplied or given by the G4Si Group Companies or their respective employees in connection with the giving of the Seller’s Warranties and the preparation of the Disclosure Letter.

If the Seller has paid to the Purchaser or a G4Si Group Company an amount in discharge of any Claim and subsequently the Purchaser or G4Si Group Company receives or recovers (whether by payment, credit or otherwise) a sum from a third party which indemnifies or compensates the Purchaser or the G4Si Group Company (in whole or in part) for the loss or liability which is the subject matter of the Claim, the Purchaser shall, or shall procure that the

relevant G4Si Group Company shall, pay to the Seller as soon as practicable after receipt an amount equal to: (i) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery less the net amount of any Taxation attributable to the recovery, or if less; (ii) the amount previously received from the Seller less the net amount of any Taxation attributable to it. Any payment made by the Purchaser to the Seller under this Clause 8.13 shall be made by way of further adjustment of the consideration paid by the Purchaser for the Shares and the provisions of Clause 3.3 shall apply mutatis mutandis.

No party may recover for breach of or under this Agreement or any Wider Transaction Document or otherwise more than once in respect of the same Losses suffered or amount for which the party is otherwise entitled to claim (or part of such Losses or amount), and no amount (including any Relief) (or part of any amount) shall be taken into account, set off or credited more than once for breach of or under this Agreement or any Wider Transaction Document or otherwise, with the intent that there will be no double counting for breach of or under this Agreement or any Wider Transaction Document or otherwise.

The Purchaser shall take, and shall procure that each member of the Purchaser's Group shall take all reasonable steps and shall give all reasonable assistance to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability for any claim for breach of or under this Agreement.

The Seller shall not be liable for any Tax Claim if and to the extent that the exclusions in clause 5 of the Tax Indemnity apply.

None of the exclusions or limitations contained in this Clause 8 or the Tax Indemnity shall apply to any claim for breach of or under this Agreement or the Tax Indemnity if and to the extent it arises or is increased as a result of fraud by the Seller or any member of the Seller’s Group.

Without prejudice to the obligations of the Purchaser under Clause 9.2, if the Purchaser or any G4Si Group Company becomes aware of any fact, matter or circumstance that may give rise to a Claim or Tax Claim, the Purchaser shall as soon as reasonably practicable and in any event no later than 60 days after the date the Purchaser becomes aware of such fact, matter or circumstance, give a notice in writing to the Seller setting out such information as is available to the Purchaser or relevant G4Si Group Company. Failure to give notice within such period shall not affect the rights of the Purchaser except to the extent that the Seller is prejudiced by the failure.

Notice of any Claim or Tax Claim shall be given by the Purchaser to the Seller in accordance with and within the time limits specified in Clause 8.1 and shall include the Purchaser’s estimate of the amount of Losses which is, or is expected to be, the subject of the Claim or Tax Claim (including any Losses which are contingent on the occurrence of any future event).

Any Claim or Tax Warranty Claim notified pursuant to Clause 9.2 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn nine months after the notice is given pursuant to Clause 9.2 unless:

If the matter or circumstance that may give rise to a Claim other than a Tax Claim is a result of or in connection with a claim by a third party (a “Third Party Claim”) then:

records (except information or documents which are protected by legal professional privilege), relating to the Third Party Claim;

under the Contracts (Rights of Third Parties) Act 1999.

encourages or advises such agency to approach any such person.

Save for the Announcements (as defined in the First SPA), no announcement, communication or circular in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of any member of the Seller’s Group or any member of the Purchaser’s Group without the prior written consent of the Seller and the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). This shall not affect any announcement, communication, or circular required by law or any governmental or regulatory body or the rules of any stock exchange on which the shares of either party or its holding company are listed but the party with an obligation to make an announcement or communication or issue a circular (or whose holding company has such an obligation) shall consult with the other party (or shall procure that its holding company consults with the other party) insofar as is reasonably practicable before complying with such an obligation.

into under or pursuant to this Agreement or in order to enable a determination to be made by the Reporting Accountants under this Agreement;

provided that prior to disclosure or use of any information pursuant to Clause 11.2.3(i), (ii), (iii) or (vii), the party concerned shall, where not prohibited by law, consult with the other party insofar as is reasonably practicable and take reasonable account of the other party’s views.

provided that, without prejudice to any duties of confidentiality contained in this Agreement or the Confidentiality Agreements the Purchaser (and its professional advisers or auditors that received information pursuant to Clause 11.2.3(vi) or bank or financial institution that received information pursuant to Clause 11.2.3(vii)) may retain any Confidential Information as may be required by law or regulation.

The Seller shall (and shall procure that each member of the Seller’s Group will):

With respect to any claim made before the Closing Date by or on behalf of any G4Si Group Company under any Seller’s Group Insurance Policy, if and to the extent that:

the Seller shall (and shall procure that each member of the Seller’s Group will), consistent with past practice on such matters, use all reasonable endeavours after the Closing Date to recover all monies due from insurers and shall pay any monies received (after taking into account any deductible under the Seller’s Group Insurance Policies and less any Taxation suffered on the proceeds and any reasonable out of pocket expenses suffered or incurred by the Seller or any member of the Seller’s Group in connection with the claim) to the Purchaser or, at the Purchaser’s written direction, the relevant G4Si Group Company as soon as practicable after receipt.

such claims being “Agreed New Claims”.

reasonably requested by the Seller, allow the Seller reasonable access to such books, records and documents, including the right to take copies, at the Seller’s expense: (i) for the purposes of complying with any reporting or filing obligations relating to tax, accounting or regulatory matters; (ii) in order to negotiate, refute, settle, compromise or otherwise deal with any claim, investigation or enquiry by a regulatory authority regarding the G4Si Group Companies; and (iii) to enable the Seller’s Group to comply with its own tax obligations or facilitate the management or settlement of its own tax affairs.

the Purchaser shall, if requested by the Seller, promptly and in any event within three Business Days provide a sum of cash to the guaranteed party under that Seller’s Group Guarantee or Seller’s Facility Guarantee equal to the maximum amount that is being guaranteed under the Seller’s Group Guarantee or Seller’s Facility Guarantee (as applicable) to that guaranteed party. Such cash will be held by that guaranteed party as collateral for the obligations that are the subject of such Seller’s Group Guarantee or Seller’s Facility Guarantee and the Purchaser shall enter into the documents requested by that guaranteed party to reflect those collateral arrangements. After paying such cash to that guaranteed party the Purchaser shall procure the release of such Seller’s Group Guarantee or Seller’s Facility Guarantee and notify the Seller once the Seller’s Group Guarantee or Seller’s Facility Guarantee has been released.

amount that is being guaranteed under the G4Si Group Company Guarantee to that guaranteed party. Such cash will be held by that guaranteed party as collateral for the obligations that are the subject of such G4Si Group Company Guarantee and the Seller shall enter (or procure the entry into of) the documents requested by that guaranteed party to reflect those collateral arrangements. After paying such cash to that guaranteed party the Seller shall procure the release of such G4Si Group Company Guarantee and notify the Purchaser once the G4Si Group Company Guarantee has been released.

Neither the Seller nor the Purchaser may, without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned or delayed), assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement save that:

provided that neither the Seller nor the Purchaser (as applicable) shall be under any greater obligation or liability thereby than if such assignment had never occurred and that the amount of loss or damage recoverable by the assignee shall be calculated as if that person had been originally named as the Purchaser or the Seller (as applicable) in this Agreement (and, in particular, shall not exceed the sum which would, but for such assignment, have been recoverable hereunder by the Purchaser or the Seller (as applicable) in respect of the relevant fact, matter or circumstance).

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties.

respectively, may be set off against each other to produce a net sum; and

Subject to the provisions of the Tax Indemnity, the Purchaser shall bear the cost of all notarial fees and all registration, stamp and transfer taxes and duties or their equivalents in all jurisdictions where such fees, taxes and duties are payable in respect of the sale and purchase of the Shares pursuant to this Agreement. The Purchaser shall arrange the payment of such fees, taxes and duties, including fulfilling any administrative or reporting obligation imposed by the jurisdiction in question in connection with such payment. The Purchaser shall pay to the Seller or any other member of the Seller’s Group an amount equal to any Losses suffered by the Seller or member of the Seller’s Group as a result of the Purchaser failing to comply with its obligations under this Clause 13.

If a party defaults in the payment when due of any sum payable under this Agreement or the Tax Indemnity its liability shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (after as well as before judgment) at a rate per annum equal to SONIA. Such interest shall accrue from day to day.

the payer shall be obliged to pay to the recipient such additional amounts as will ensure that the recipient receives, in total, an amount which (after such deduction or withholding has been made) is no more and no less than it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, provided that if a party shall have transferred (for the avoidance of doubt, by whatever means, including by way of a declaration of trust or anything that amounts in substance to a transfer) the benefit in whole or in part of this Agreement or shall have changed its tax residence or the permanent establishment to which the rights under this Agreement are allocated or any affiliate or person with an interest in a party shall have transferred its rights under this Agreement or its interest in the party or changed its tax residence or the permanent establishment to which its rights under this Agreement or its interest in the party are allocated then the liability of the other party under this Clause 13.10.1 shall be limited to that (if any) which it would have been had no such transfer or change taken place.

the recipient shall be left with a sum equal to the sum that it would have received in the absence of such a charge to Taxation or Relief provided first that the reference in this Clause 13.10.4 to a Relief shall include any saving of Taxation which is the subject of Clause 4.1.5 and provided secondly that if a party shall have transferred (for the avoidance of doubt, by whatever means, including by way of a declaration of trust or anything that amounts in substance to a transfer) the benefit in whole or in part of this Agreement or shall have changed its tax residence or the permanent establishment to which the rights under this Agreement are allocated (or any affiliate of or person with an interest in a party shall have transferred its rights under this Agreement or its interest in the party or changed its tax residence or the permanent establishment to which its rights under this Agreement or its interest in the party are allocated) then the liability of the other party under this Clause 13.10.4 shall be limited to that (if any) which it would have been had no such transfer or change taken place.

an amount equal to any VAT thereon not otherwise recoverable by the other party, subject to that party using reasonable endeavours to recover such amount of VAT as may be practicable.

G4S PLC

5th Floor, Southside, 105 Victoria Street, London, United Kingdom SW1E 6QT

E-mail: ***@***

Attention: Soren Lundsberg-Nielsen, Group General Counsel

With a copy to:

Linklaters LLP

One Silk Street, London EC2Y 8HQ

Attention: Aedamar Comiskey and Kanyaka Ramamurthi

The Brink’s Company

555 Dividend Dr, Coppell, TX 75019, United States

E-mail: ***@*** and ***@*** and ***@***

Attention: Dana O’Brien, General Counsel and Lindsay Blackwood

With a copy to:

Allen & Overy LLP

One Bishops Square, London E1 6AD

Email: ***@*** and ***@***

Attention: David Broadley and Lisa Goransson

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter into this Agreement by executing any such counterpart.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

This Agreement has been duly entered into on the date shown at the beginning.

For the purposes of this Schedule 9, “International Logistics Business” means the business of shipment of Valuables across international borders of the G4Si Group Companies.

in each case in all material respects.

The Management Accounts and the Period End Financial Data have been prepared in good faith on a consistent basis, in all material respects, with the basis employed in the Seller’s Accounts, including in relation to accounting policies, procedures, estimation techniques and the application of management judgements.

All dividends or other distributions of profits or assets declared, made or paid by a G4Si Group Company in the two years prior to the date of this Agreement have been declared, made and paid in accordance with Applicable Law and its constitutional documents.

Other than in the ordinary and usual course of business, so far as the Seller is aware, there is no outstanding guarantee or other security or arrangement having an effect equivalent to the granting of security given:

In relation to financial facilities under which any G4Si Group Company has outstanding Indebtedness in an amount in excess of £3,000,000, so far as the Seller is aware:

No G4Si Group Company has outstanding any obligation in respect of a derivative transaction (including any foreign exchange transaction).

No G4Si Group Company is subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any governmental department or other body which, in any case, is material in the context of that G4Si Group Company.

So far as the Seller is aware, no G4Si Group Company owns the benefit of any debt (whether present or future, actual or contingent) other than: (i) debts owing to it in the ordinary course of its business; and (ii) debts owing to it from another G4Si Group Company.

In relation to each Property set out in Schedule 3:

So far as the Seller is aware:

All of the plant, machinery, equipment and vehicles that is material to the International Logistics Business are in a reasonable state of repair, subject to ordinary course wear and tear and scheduled repair and replacement and can be used for the purposes for which they are used on the date of this Agreement.

For the purposes of this paragraph 5:

“Business IT” means all Information Technology which is owned or used by any G4Si Group Company in relation to the International Logistics Business and which is material to the International Logistics Business;

“Data Protection Authority” means any body responsible for enforcing Data Protection Legislation;

“Data Protection Legislation” means the following legislation to the extent applicable from time to time: (a) national laws implementing the Directive on Privacy and Electronic Communications (2002/58/EC); (b) the General Data Protection Regulation (2016/679) and any national law issued under that Regulation; and (c) any other similar national privacy law;

“Information Technology” means computer systems, communication systems, software, hardware and related services; and

“Owned Business IPR” means any Business IPR owned by any G4Si Group Company.

in each case which has had or may have a material adverse effect on that G4Si Group Company’s business.

which in any case has had a material adverse effect on the business of any G4Si Group Company.

Save as set out in Schedule 2, no G4Si Group Company is, or has agreed to become, a member of any joint venture, consortium, partnership or other unincorporated association.

Except for acquisitions and disposals of G4Si Group Companies or members of the Seller’s Group implemented in accordance with the Reorganisation Steps Plan, there have been no acquisitions or disposals carried out in the past three years by a G4Si Group Company for which the consideration exceeded £5,000,000 and which, as at the date of this Agreement, have: (i) any deferred consideration outstanding; (ii) outstanding restrictive covenants binding on any G4Si Group Companies; or (iii) warranties or indemnities given by any G4Si Group Company, the time limit for which has not expired.

In this paragraph 7:

“Managing Director” means any Employee who is the Managing Director of the International Logistics Business in any of the International Logistics Territories;

“Relevant Period” means, unless otherwise expressly provided, the two years ending on the date of this Agreement;

“Representative Body” means any association, trade union, works council or any other body or persons representing any of the workers of any G4Si Group Company; and

“Worker”, in respect of persons engaged in the United Kingdom only, has the meaning in section 230(3)(b) of the Employment Rights Act 1996, and includes any director and any other officer of any G4Si Group Company whether or not he is a worker (as so defined), and includes any individual engaged by any G4Si Group Company in a similar capacity in any International Logistics Territory.

or other Workers, nor has it offered, promised or agreed to any such material future variation in the terms of employment or engagement of any Senior Employee or a material number of Employees or other Workers.

otherwise raised a complaint against their employer or any of its employees, officers or workers.

The Data Room contains:

the three years prior to the date of this Agreement has been operated), in material compliance with all Business Licences.

“Prohibited Payment” means any payments of a kind as prohibited by the UK Bribery Act 2010, if it were made by a British citizen and/or UK incorporated entity.

and the International Logistics Business’s operations have also not otherwise involved: